To establish a company, one of the most common rules is to enter the basic capital in the registration procedure. The basic capital represents the monetary and non-monetary investment of the partners i.e shareholders, and represents the sum of the nominal value of all deposits. For each company separately, the Law on Trade Companies determines how much that founding investment should include.
Аmount of share capital
The basic capital can not be less than 5,000 euros in denar counter value (LLC). If the share capital is reduced below the amount provided by the Law on Trade Companies, the amount must be increased to the amount provided for a minimum share capital of 5,000 euros within six months from the date of adoption of the annual account, unless the company within that period transform into another form of company.
The deposit of the basic capital can also be expressed in a non-monetary investment. The non-monetary investment must be stated in the statement of incorporation of the company and also the partner who contributes the non-monetary investment, the non-monetary investment that is entered as well as the value at which the company takes over the non-monetary investment, and the benefits assumed for the partner made a non-monetary investment, if the partners agree on benefits.
Only a person who has entered a share and is registered in the book of shares can be a partner. The share of the partner is determined according to the entered investment. The share of the partner of the company can be entered within 1 year from the day of the registration in the trade company.
What happens if the deposit is not paid within 1 year?
If during the establishment of the company the monetary investment is not paid, within 1 year from the day of publishing the registration of the establishment of the company, the company is deleted from the Central Register.
Central registration procedure
The procedure for registration of the basic capital is a procedure that is conducted before the Central Register of the Republic of Northern Macedonia.
Required documents for registration of the Basic Capital:
- Statement under Article 32 of the Company Law;
- Decision on amendment of the founding agreement (in case of LLC);
- Decision on amendment of the statement of incorporation (in the case of LLC from one person);
- Decision on payment of the basic capital;
- Consolidated text of the founding agreement (in case of LLC);
- Consolidated text of the statement of incorporation (in the case of DOOEL);
Note: If the procedure for registration of the basic capital is conducted through a lawyer, then a Power of Attorney from the Manager and a Power of Attorney from the founder or founders are required.
After the last step is implemented, the application goes to the responsible person in the Central Register, who decides on it. If there are errors in the application, the responsible person electronically returns the item for correction and leaves a period of 5 days to make the correction.
According to the tariff, the Central Register charges an amount of 1,857.00 denars in order to register a basic capital, because a change is made in the basic capital and a change is made in the founder.
At the end of the procedure, the Central Register adopts a decision for registration of the basic capital.
Basic capital of 1 euro
The draft law on amendments to the Law on Trade Companies is being prepared, which enables the establishment of a limited liability company with minimum amount of an initial founding investment of one euro.
The initial idea of this law is for citizens who have a business idea but do not have enough funds to start their own business.
This draft law introduces a new type of limited liability company entitled “Simplified Limited Liability Company – SLLC”. This company can have at least three founders – individuals, one of whom is a manager, ie a member of the management body. Since this is a company with a share capital of one euro, it is proposed to introduce a special regime for financial operations in terms of profit disposal, as well as providing and disposing of mandatory reserves of the company.
This draft law is in parliamentary procedure.